Total Completes the Acquisition of 73% of Direct Energie and Files a Mandatory Tender Offer

Total and Direct Energie announce the completion of the acquisition today by Total of 73.04% of the share capital of Direct Energie*1, for 42 euros per share, representing approximately 1.4 billion euros. This acquisition, which is subsequent to the satisfaction of all conditions precedent referred to in the agreements executed on April 17, 2018 with Direct Energie’s main shareholders, was followed today by the filing by Total of a mandatory tender offer for the shares in Direct Energie which are not yet held by Total, at the same price of 42 euros per share. This proposed offer remains subject to review by the AMF, which will assess its compliance with applicable laws and regulations.
 
Ledouble, appointed by Direct Energie’s board of directors as independent expert, confirmed that the price offered represents fair financial value for Direct Energie’s minority shareholders including for the squeeze out procedure that Total intends to request if the required conditions are met.
 
“The Board of Directors unanimously recommends to Direct Energie’s shareholders to tender their shares. This operation is indeed extremely positive for Direct Energie, its teams and clients”, said Xavier Caïtucoli, Chairman and CEO of Direct Énergie.
 
“This operation allows us to accelerate our integration downstream along the full gas and power value chain and to reach critical mass in the French and Belgium markets where we are growing fast”, declared Patrick Pouyanné, Chairman and CEO of Total.
 
The composition of Direct Énergie’s board of directors was modified in order to take into account the new shareholding structure. As a result, alongside the remaining directors, Mr. Xavier Caïtucoli and Xirr Europe (represented by Mr. Nicolas Gagnez) as independent director, Mr. Philippe Sauquet, Ms. Namita Shah, Ms. Helle Kristoffersen and Ms. Cécile Arson are appointed as directors, as well as Mr. Jean-Hugues de Lamaze as independent director. These appointments will be subject to confirmation by the next general meeting of shareholders of Direct Énergie.
 
*1 Based on 45,608,369 shares as of June 30, 2018, in accordance with the information provided by Direct Énergie on its website.